LISTING RULES IMPLICATIONS. NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent S...
LISTING RULES IMPLICATIONS. As the Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements were made with the subsidiaries of FCL, which is a substantial shareholder of Shanghai Zhongjun, and a bank within a 12-month period prior to the date of the Fifth Entrusted Loan Agreement, the Fifth Entrusted Loan Agreement will be aggregated with the Previous Entrusted Loan Agreements as if they were one transaction pursuant to Rule 14.22 and Rule 14.23 of the Listing Rules. As the applicable Percentage Ratios in respect of the Fifth Entrusted Loan Agreement in aggregate with the Previous Entrusted Loan Agreements exceed 5% but is less than 25%, the entering into the Fifth Entrusted Loan Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore is subject to the reporting and announcement requirements under the Listing Rules. Shanghai Zhongjun is a non-wholly owned subsidiary of the Company. Singlong Suzhou is a wholly-owned subsidiary of FCL which is a substantial shareholder holding 45.15% beneficial interest in Shanghai Zhongjun. Accordingly, Singlong Suzhou is a connected person of the Company (at the subsidiary level) under Chapter 14A of the Listing Rules. As a result, the entering into the Fifth Entrusted Loan Agreement between Shanghai Zhongjun and Singlong Suzhou constitutes a connected transaction of the Company. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Fifth Entrusted Loan Agreement together with the Previous Entrusted Loan Agreements have been aggregated. As the Directors (including all the independent non-executive Directors) have confirmed that the Fifth Entrusted Loan Agreement is on normal commercial terms and its terms are fair and reasonable and in the interests of the Company and its shareholders as a whole, such transaction is only subject to the reporting, announcement and annual review requirements but is exempt from the circular, independent financial advice and shareholders’ approval requirements under Rule 14A.101 of the Listing Rules. None of the Directors have a material interest in the Fifth Entrusted Loan Agreement and the transactions contemplated thereunder and therefore, none of the Directors has abstained from voting on the resolutions of the Board for approval of the Fifth Entrusted Loan Agreement.
LISTING RULES IMPLICATIONS. The entering into of the New Agreements on their own does not exceed 5% of any of the percentage ratios under Rule 14.07 of the Listing Rules. However, when aggregating the Previous Transactions with the New Agreements, it will result in certain percentage ratios exceed 5% but less than 25%, and hence the entering into of the Previous Transactions together with the New Agreements constitutes a disclosable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. As the relevant percentage ratios of the Acquisition exceed 5% but are under 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the announcement and reporting requirements in the Listing Rules. As Vendor 1 and Vendor 2 are connected persons of the Company under Chapter 14A of the Listing Rules by virtue of their being associates of Xx. Xx, an executive Director and the ultimate beneficial owner of Bliss Chance (the controlling Shareholder), the Acquisition also constitutes a connected transaction of the Company which is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As Vendor 1 and Vendor 2 are associates of Xx. Xx, Xx. Xx is considered to have a material interest in the Acquisition and has abstained from voting on the board resolutions of the Company to approve the Agreement and the transactions contemplated thereunder. Save for the aforementioned, no other Director has a material interest in the Acquisition and therefore has abstained from voting on the board resolutions of the Company to approve the Agreement and the transactions contemplated thereunder. The SGM will be convened and held to consider and, if thought fit, approve the Agreement and the transactions contemplated thereunder. Bliss Chance, the controlling Shareholder holding 700,678,005 Shares (representing approximately 70.25% of the entire issued share capital of the Company) as at the date of this announcement, and its associates shall be required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. Save for the aforementioned and to the best knowledge, information and belief of the Directors, no other Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution of the Company in approving the Agreement and the transactions contemplated thereunder at the SGM. The Independent Board Committee comprising all the independent non-executive Directors has been established to give a recommendation to the Independent Shareholders as to whether the terms of the Agreement are on normal commercial terms and fair and reasonable, whether the Acquisition is in the interests of the Company and the Shareholders as a whole and as to voting at the SGM. An independent financial adviser will be appointed to advise...
LISTING RULES IMPLICATIONS. As at the date of this announcement, Xianyang Haihui is a shareholder of Xi’an Civigas Haihui holding 49% equity interests in Xi’an Civigas Haihui. Since the total assets, profits and revenue of Xi’an Civigas Haihui represents less than 10% of those of the Group since the establishment of Xi’an Civigas Haihui, Xi’an Civigas Haihui is regarded as an “insignificant subsidiary” of the Company under Rule 14A.09 of the Listing Rules and Xianyang Haihui is not a connected person of the Company. The Company had relied on the insignificant subsidiary exception in respect of the purchase of LNG from Xianyang Haihui for the period from 1 April 2018 (date of commencement of business of Xi’an Civigas Haihui) to 30 September 2018. Due to the business expansion of Xi’an Civigas Haihui, Xi’an Civigas Haihui will no longer be an insignificant subsidiary of the Company. Accordingly, the Company is no longer able to rely on the insignificant subsidiary exception set out in Rule 14A.09(1) of the Listing Rules. The highest applicable percentage ratios (as set out in Rule 14.07 of the Listing Rules) for the transactions contemplated under LNG Master Supply Agreement and the Annual Caps are expected to be more than 5% as set out under Chapter 14A of the Listing Rules, given that: (i) Xianyang Haihui is a connected person of the Company only at the subsidiary level; (ii) the Board has approved the transactions under the LNG Master Supply Agreement; and (iii) having considered the terms of the LNG Master Supply Agreement and the transactions contemplated thereunder (including the Annual Caps), all the independent non-executive Directors have confirmed that the terms of the transactions under the LNG Master Supply Agreement are fair and reasonable, are on normal commercial terms or better and in the interest of the Company and the Shareholders as a whole, the transactions under the LNG Master Supply Agreement are therefore exempt from the circular (including independent financial advice) and Shareholders’ approval requirements under Rule 14A.101 of the Listing Rules, but are subject to annual review and all other disclosure requirements under Chapter 14A of the Listing Rules.
LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios under the Listing Rules in respect of the Disposal exceeds 25% but are below 75%, the Disposal constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements.
LISTING RULES IMPLICATIONS. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Factoring Agreement entered into between the Company and CNFP or associated parties is more than 25% but less than 100%, the entering into of the Factoring Agreement with CNFP or associated parties constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and Shareholders’ approval requirements under the Listing Rules. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Factoring Agreement entered into between the Company and CNECE or associated parties is more than 5% but less than 25%, the entering into of the Factoring Agreement with CNECE constitutes a discloseable transaction of the Company under the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the Factoring Agreement with CNFP may be given by way of written Shareholders’ approval in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Factoring Agreement with CNFP and the transactions contemplated thereunder; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Factoring Agreement with CNFP and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief, and after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Factoring Agreement with CNFP and the transactions contemplated thereunder. As of the date of the announcement, Yue Da Group (H.K.) Co., Limited, holding 808,971,333 Shares, representing 69.22% of the issued share capital of the Company, has provided written shareholder’s approvals on the Factoring Agreement with CNFP and the transactions contemplated thereunder. As such, no general meeting will be convened for approving the Factoring Agreement with CNFP and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules.
LISTING RULES IMPLICATIONS. Since one of the applicable percentage ratios in respect of the transactions contemplated under the Agreement exceeds 5% but all of them are less than 25%, the transactions contemplated under the Agreement constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONS. As at the date of this announcement, Xx. Xx, a controlling shareholder of the Company and the chairman of the Board, holds about 61.82% of the total issued shares of the Company, and hence is a connected person of the Company. Since Xx. Xx indirectly controls more than 30% of the voting power at general meetings of Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx is an associate of Xx. Xx under the Listing Rules and therefore a connected person of the Company. The transactions contemplated under the Construction Contracts thus constitute connected transactions for the Company under Chapter 14A of the Listing Rules. As the parties to the First Construction Contract and the Second Construction Contract are the same and were entered into within a 12-month period, in accordance with Rule 14.22 of the Listing Rules, the transactions under the First Construction Contract and the Second Construction Contract shall be aggregated. Since the highest applicable percentage ratio calculated with reference to the consideration under the Construction Contracts is more than 0.1% but less than 5%, the transactions contemplated under the Construction Contracts are subject to the announcement requirement but exempt from the independent shareholders’ approval requirement of Chapter 14A of the Listing Rules. The Company should have complied with the relevant notification and announcement requirements under Rule 14.34 of the Listing Rules in respect of the Construction Contracts as and when such obligations arose. Regrettably, the Company acknowledges that the notification and announcement in respect of the Construction Contracts as required under Chapter 14 of the Listing Rules had been delayed due to its unintentional oversight. It was until recently that the business units conducted an overall review of the business activities of the Group in view of the preparation of the Company’s annual report as well as devising business plans for the year ahead, and, on a prudent initiative, further consulted the office of the Board which provided an opportunity for the Board, with the assistance of the professional advisers, to gain a better understanding of the nature of the transactions and its Listing Rules implications and, in this regard, the Directors approved the publication of this announcement as soon as practicable.
LISTING RULES IMPLICATIONS. As one or more of the applicable percentage ratios (as calculated in accordance with Rule 14.07 of the Listing Rules) of the Acquisition exceeds 5% but does not exceed 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The Acquisition is subject to the reporting and announcement requirements but is exempt from shareholders’ approval requirement under Chapter 14 of the Listing Rules.
